No Games, Just a Slave to You Totally
by Little Lushy Lion
Summary: "A childish curiosity lights his eyes, but if she stares long enough she can still see the shadows of loss and loneliness that truly define the Doctor... Sometimes, she can feel herself falling in love with him all over again." The Doctor regenerates and Clara is left to cope with an almost completely new man. Written with Andrew-Lee Potts in mind as the Twelfth Doctor.
1. Prologue

**Author's Note:** This is going to be a three-part fic (that's the plan, anyway) that starts here, with Eleven's regeneration, and then continues with Clara struggling to adjust to Twelve. It serves the dual purpose of helping to mend my broken heart over Matt Smith's departure and promoting Andrew-Lee Potts as my personal preference for the Twelfth Doctor. Please, read/review/follow/enjoy!

* * *

She's expecting him for Christmas, but when he hasn't turned up at the Maitlands' doorstep in time for dinner, she figures he (or, more accurately, the TARDIS) must have overshot. She quells the disappointment nagging at the back of her mind with an extra glass of eggnog, and after her father leaves she offers to wash the dishes while Mr. Maitland tucks in an exhausted Artie and a petulant Angie.

At eleven o'clock on the dot, the doorbell rings. Clara barely has time to scrunch up her nose before a series of impatient knocks echo through the hallway. A grin engulfs her entire face in response, until she's all shiny teeth and dimples. She forgets to dry her hands properly in her mad dash to the front door. By the time the door swings open to reveal the Doctor on the other end, however, she's already trained her features into a mildly entertained scowl.

"You could've woken the whole neighborhood, y'know," she quips. "And on Christmas, no less." She mockingly shakes her head.

The Doctor studies her oddly for a long moment, as if she hadn't spoken at all. Clara has half a mind to wave a hand in front of his face, but then he suddenly snaps to attention and grins. "Yes, well, I'm very late to an important date. Late is all relative, of course, because of the time-travelling alien component, but even so, Christmas is important to you humans."

Clara's caught somewhere between flattered and offended, choosing to offer a wry smile as she reaches on tiptoes to adjust his crooked bowtie. She leaves a smudge of soapy water in her wake because her hands are still damp, but she decides not to bring that to the Doctor's attention. The Doctor immediately flushes scarlet and trips over his next words.

"How late am I, then? Did I miss the fruit cake? I do love a good fruit cake," he trails off.

"Missed the fruit cake and the father, I'm afraid," Clara answers, rocking back onto the heels of her feet. "But just in time for clean-up duty," she grins mischievously.

The Doctor visibly refrains from sighing, instead seeming to resign to his fate before that same strange look crosses his features. His eyes truly reflect his ancient age as they sag at the corners, but just as concern flashes in Clara's own eyes, the Doctor is grinning again. "Cleaning is for the boring," he proclaims, "and it can wait. How about we go on an adventure, ey? A quick Christmas trip?"

Clara studies the Doctor closely instead of replying, and he fidgets uncomfortably under her gaze as she does so. His smile wavers, and she finally registers that he's hunched over awkwardly, like one shoulder is somehow carrying more of the weight of the world than the other. Clara raises a skeptical eyebrow in an attempt to conceal her alarm - an emotion that accompanies her suddenly gut feeling that something is very, very wrong.

"Maybe we should just stay inside for the night," she suggests quietly. "You look knackered."

"Nonsense! You know I hardly need sleep, Clara." Though his voice has taken on a casual affectation, Clara can't help but note the urgency creeping in at the edges.

She unsuccessfully attempts to swallow the lump in her throat. "And where would you propose we go?" she prompts, crossing her arms.

"Anywhere! All of time and space at our fingertips!" he exclaims, holding up both hands for emphasis. One look at Clara's widening eyes tells him that that was a great mistake. He attempts to retract his arms, return them to his sides and pretend nothing happened, but Clara grabs hold of his wrists and twists them so that both of his palms are upturned. He resists the urge to wince.

There, in the palms of his hands, are black markings that appear almost ink-like in nature, forming lines like veins that curl around his hands and creep up his wrists. The edges of the markings are tainted pink and give his skin a flimsy appearance. Clara gasps, her face now a mask of horror.

"Doctor?" she whispers, though her voice sounds more like a terrified plea than anything else.

"I just ingested a little Silurian poison, that's all," he replies just as quietly.

"And what will it do to you?" she prompts, her voice now dangerously low. One look in her eyes tells him that beyond the worry and the horror and the anger, there's an element of hurt there, as if trying to keep this information from her is a grave betrayal. The Doctor must admit, he feels downright dastardly.

"Slow, painful death." The Doctor raises a finger in consideration, "Well, first my entire body will go into paralysis, limb by limb, and then when I am completely immobile, I'll likely suffocate. And then die."

Tears prick at the corners of Clara's eyes, so she casts her gaze downwards and away from his scrutiny. "How could you be so stupid?" She means to sound furious - Lord knows she wants nothing more than to pound her fists against his chest and that ridiculous chin of his - but the words come out in a bit of a choked sob.

"I'm sorry," he whispers, finally letting go of his cheery facade. "I saved a village," he adds, as if that will somehow dissipate her tears. She looks up, at least, and releases a humorless chuckle at the hope shining in his eyes.

"But you won't actually-" she cuts herself off before her voice can break. She's been through his timestream; she knows what regeneration is. Hell, she'd even been a time lady in one life. She understands the semantics - and yet, still, it feels like her chest is too heavy for her body. It feels like the world is imploding and gravity is somehow stronger because of it, pulling her down by her rock-filled chest and the crumbling tips of her fingers. It feels how it felt when her mom died. Her lip trembles, so she resolutely bites down on it.

"No, the process is plenty slow enough for me to regenerate," he's quick to reassure her. "But I still have to endure the paralysis before it'll kick in."

"And has that started yet?" she asks when she's finally found her voice. "The paralysis?"

He looks downright apologetic, and it suddenly hits her how ludicrous it is that he's dying and still comforting her. It's wrong, it's all wrong.

"Just in the tips of my fingers," he says, like a promise. He reaches for her hands again, taking hold of her palms and holding them to his chest. She feels the double beat of his two hearts against her hands and draws in a shaky breath as her heartbeat speeds up in a vain attempt to match.

"So you'll... change," she breathes, suddenly needing him to keep talking and never stop, to force these last moments into a prolonged state just by sheer force of will.

"Yes," he draws out the word carefully. This time, a tear escapes from her right eye. The Doctor catches it with his left hand, his right now holding both of her hands to his chest. He cradles her face one-handedly. "Hey, I'll still be the Doctor," he offers.

"I know," she nods unconvincingly. "But you won't be _you_."

"No," he agrees. "I suppose I won't."

An actual sob breaks free from her mouth at that admission, and the tips of her fingers curl until his vest is bunched in her hands. The material is soft and smooth, and it suits him. Suited him.

"I don't want you to go," Clara admits. Logically, she knows the next Doctor will be just as magnificent and larger than life as this one. But his quirks won't be the same, and his chin probably will not threaten to poke her eye out, and when she flirts with him, he might not even blush.

The Doctor's hand is beginning to stiffen against her cheek, the temperature of his digits dropping significantly. She frees one of her hands to grasp at it.

"I'm not going anywhere," he swears. She's almost sure she could slap him, but she holds his hand tighter instead.

"Don't do that thing where you lie to comfort me," she warns. "There's no big friendly button this time." At any other moment, her voice would be wistful. Not now.

"Of course there is!" he exclaims. Clara raises her eyebrows. "I'm the big friendly button, Clara. Because the next guy will be right here, and he'll have a chance to be better. Yes, a better me. Less... prideful."

The intensity of his eyes renders her silent for a long moment. Then, "You don't need to improve. Your big ego gives me a chance to knock you down a peg every once in a while." She tries for humor.

He looks as if he'd slam the heel of his palm into his forehead in frustration if he still could. "Clara, that's not what I meant," he says, shaking his head.

"Then what'd you mean? Because it sounds like you want me to be happy about this, or at least perfectly alright with it, and I'm simply not," she throws up her hands, stepping away from him. His arm remains exactly where it was, his hand formed to fit her face, and the image would be hilarious if it wasn't busy tearing her insides apart. "I don't want anyone but you," she says, and it's the closest to a real admission either of them has ever come. She returns to biting her lip.

"Oh, Clara," the Doctor returns; it sounds like a prayer. He was never a devout man, but he certainly believes in Clara Oswald. "So many chances missed. So slow - I am so slow. It's always been my problem."

She shoots him an odd look. "I don't understand."

He sighs, a grin pulling at one corner of his mouth. "It's why you deserve a better me. One who will admit how he's feeling when he's feeling it."

Her breath catches at that, and though another tear slips down her cheek, her eyes feel dry. She's about to insist he continue, but his legs suddenly give out and he stumbles forward. Clara barely catches his stiff but lanky form with both arms around his midsection; hauling him to the sofa would be nearly impossible.

"What should I do?" she asks, straining under his weight. Her voice rises frantically when she repeats, "Doctor, what should I do?"

"Just lay me down, Clara," he insists, his voice muffled against her neck. She carefully twists their positions and then lays the Doctor on the floor of the Maitlands' foyer. One of her hands immediately clutches the hand on his chest while the other caresses his cheek.

"Are you..." she trails off. She'd started to ask if he was comfortable, but the question was probably moot considering his condition.

He smiles ruefully. "Perfectly alright. But I should finish." He can tell by the relief on her face that she'd been waiting for him to volunteer as much.

"You see, I've never been entirely honest with you. Mostly to protect you, mind, but the fact remains that - wow, the paralysis is progressing much quicker than I anticipated. I was so sure we'd have more time."

Clara is inclined to agree, but life has never been fair. All of time and space at their disposal; they were bound to waste it dancing around feelings.

"Time that you are now currently wasting?" she teases hollowly.

"Right, yes," the Doctor agrees. His cheekbones are shaded a light pink. He shudders violently then, his shoulders and waist vibrating as if there's an earthquake only he's experiencing. Clara helplessly tugs at his frozen hand, attempting to provide some kind of comfort. When he finally stills, his eyes are glistening.

"I don't want to leave you either," he admits. "This me. This me is selfish."

"Maybe we both are," Clara muses.

"No," the Doctor says, "Not you. Not my impossible girl."

She suddenly feels incredibly young and small in comparison to his hundreds of years and various forms, even with the knowledge that she had also lived several times over hundreds of years. While he could recall the exact color of Gallifrey's leaves and the way each of his companions' eyebrows furrowed when he revealed a particularly ludicrous plan, Clara's memories of past lives were hazy at best.

A golden mist swirls around his fingers now, distorting the image of her holding his hand.

"It's starting."

Clara wants to scream _no_, but she bites the inside of her cheek instead.

"Clara," he starts, and his voice is so painfully slow that she can't help but shudder; she's almost certain she died the same way in one of her lives. She can't decide if that makes her feel better or worse.

"I love you." It's her that speaks first, one step ahead of him even now.

His features pull into a smile, and because he can't physically beckon her, he says, "Come here."

Tears stream freely down her cheeks as she's no longer able to conceal how distraught she is. She leans down until they are nose to nose, and when a tear drops from her face to his, he closes his eyes like he's wishing on it.

"I love you too," he whispers, and the words don't have time to settle in the air around them because her lips are suddenly on his. The kiss is desperate but gentle all the same, and the Doctor is filled to the brim with regret at the fact that he can't hold her against him.

His lips turn from cold to burning hot against hers, and when she finally pulls back his entire face is swallowed by gold. Wisps of particles swirl between them, and the Doctor licks his lips before ordering that she back away. Clara hesitates for a moment before kissing him one last time and then standing up. She backs all the way up the stairs, fumbling on the last few because she cannot stand that he has to endure this alone.

He whispers _Geronimo _and she muffles a sob against her arms just as blinding light shoots from his limbs and he's no longer there.


	2. Bargaining and Bugs

**Author's Note: **Firstly, I want to thank everyone who has read/reviewed/followed this story, because wow, I was not expecting such a positive response! Thank you! And to **Trish47**, yes, that was a reference to ALP's run as Hatter on "Alice." Nice catch!

On the story: This is not at all what I had originally planned for this story, but I kind of... like how it turned out, oddly enough. It's basically my own version of what would be the first episode of series 8. Anyway, if you're in need of a reference for Twelve's clothes, just look at the cover for this story or google Andrew-Lee Potts and it should be the very first picture/match my description.

Reviews are always appreciated!

* * *

The clock strikes twelve, and Clara's still hiding behind both arms. As the echoes of the grandfather clock in the living room dim and fade, silence resonates. All that can be heard is a nearly inaudible sniffle.

After an uncomfortably long moment, an unfamiliar voice tentatively calls, "Clara?" She can hear the shuffling of feet, but even as her brain screams at her to move, she can't find the strength to peek at his new form.

"Clara." Yorkshire accent. "Please look up." His voice is closer now, but not so close as to be intrusive. He must be measuring his steps carefully.

Clara takes a deep breath, steeling herself as she slides her arms away and wipes at her eyes as inconspicuously as possible.

When her eyes adjust, the first thing she sees is brown hair sticking up at odd angles. Upon further inspection, she finds that his eyes are a burning auburn and his chin is far more rounded and ordinarily proportioned, with stubble dotting along his jaw line.

A ghost of a smile pulls at the corners of his lips, but Clara just stares. Any evidence that he had grinned at all vanishes.

"I don't have two heads, do I? It doesn't feel like it, but one can never tell when they have twenty-seven brains," he says, brow furrowed. He starts to grope at his scalp, and Clara finally cracks a minuscule grin before shaking her head.

"Aha, that was a smile!" he announces. A sudden wave of déjà vu washes over him, and his eyes widen with vulnerability. Clara notices, choosing that moment to stand and descend the stairs until she's only a couple of feet in front of him. He offers her a much weaker smile.

"You're shorter," she states.

"Still much taller than you, tiny impossible girl." He pats the top of her head for emphasis. Another reluctant smile dances on her lips, but she remains distracted by searching his eyes. A childish curiosity lights them, but if she stares long enough she can still see the shadows of loss and loneliness that truly define the Doctor.

"How do I look, then?" he asks, fidgeting uncomfortably. At least some characteristics had carried over, though this fidgeting is far more coordinated than his previous body's had been.

"Well, your clothes are far too big," she starts, appraising his torso and the way his shirt has come untucked and hangs awkwardly mid-thigh. The bottoms of his trousers are similarly too large, bunched up over his shoes. Clara's eyes return to meet his. "But your face isn't horrendous."

The new Doctor furrows his eyebrows and Clara grins cheekily in response. Shaking his head, he backs away from her and examines himself in the mirror near the door. He prods his hair from one side to another, stretches his cheeks with his hands, and then smiles hugely.

"I'm a handsome chap!" he boasts, glancing back to her for approval. Her amused smile only grows. "Oh, I must've picked up more than the accent from you."

Clara's eyebrow quirks questioningly.

He strides over to her quickly, inspecting his legs distractedly when he reaches her and then smiling as if satisfied before he remembers the conversation at hand. "Sometimes I pick up little aspects of the people I'm thinking about when I'm regenerating. Like I'm carrying over pieces of them with me."

Clara nods, remembering some of his other faces and companions. "Yeah, I suppose I knew that."

"Well, it would seem I've adopted a northern accent and better looks," he continues, hopping a bit on his toes.

Clara scrunches her nose. "I think there was a compliment in there somewhere," she says.

"Oh, yes! Haven't I told you you're beautiful?"

She can feel a blush warming her cheeks, so she crosses her arms and takes on a more authoritative stance. "Not in so many words."

"Shame. Because you are really quite beautiful," he says, nodding his head in affirmation.

"You're a bit of a charmer," Clara replies suspiciously, though the corners of her lips are still upturned.

The Doctor's eyes immediately widen with excitement. "I am, aren't I? Superb! Oh, I like that; superb." He feels the word out, seemingly rolling it around with his tongue and repeating it with a loud pop on the "p."Both of Clara's eyebrows are high on her forehead now. The Doctor meets her gaze fleetingly and then bounces away.

"Right, okay. Time for new clothes for a new me!" he announces, already halfway out the door.

Clara flounders for a bit before deciding to follow him into the TARDIS. She barely catches him disappearing down a corridor, so she pauses in front of the console and lightly runs her fingers over buttons and spirally levers as a means of waiting for him to emerge.

Not even five minutes later, he bounds back into the console room and executes an ecstatic little spin. "What d'ya think?" he asks, throwing his arms askew for her judgment.

Gone is the purple tweed and the matching, oftentimes crooked bowtie. In their place, the Doctor has chosen to don a striped gray and white collared shirt and a scarf woven with red and black cotton that is folded and tucked into the shirt like an ascot. His trousers are an olive color and his hands are covered by red fingerless gloves. The only piece that seems to have carried over is his black vest.

A lump forms in Clara's throat that she can't entirely explain, and it prevents her from offering a verbal answer. Instead, she holds up a half-hearted thumbs up. The Doctor seems to hesitate for a moment before nodding and skipping over to the console.

"Fancy joining me on an adventure?" he asks, his voice measured. After a moment, he holds out his hand.

Clara shifts her weight before nodding her head and accepting his hand. She threads their fingers together, but she's unable to feel the warmth of his palm against hers because of his knitted gloves.

* * *

He tells her they're just going to pop - emphasis on the "p" - over to the planet of Jahoo for some exotic food he's suddenly craving (it sounds like a mix between seaweed and rock to her), but as soon as the TARDIS lands they step out onto an utter wasteland. The stench of rotting eggplants and cabbage assaults Clara's senses, and she immediately hunches over to gag uncontrollably.

The Doctor places a comforting hand on her back, and when she finally calms down enough to pinch her nose and cover her mouth, her watery eyes connect with his.

"Please tell me you weren't craving whatever is passed off as food on this planet," she warns, her voice nasally.

The Doctor scrunches his nose and sticks his tongue out, testing the air. "No, I believe the TARDIS landed us on Jaconda instead. Easy mistake to make, with the similar names, though spatially the two planets aren't even in the same solar system." He trails off, wandering back to the TARDIS and sliding a finger along the crease between the doors.

"She appears to be in good health," he ponders. Then, he bounces excitedly. "She must've brought us here for a reason!"

Darting away, the Doctor grabs hold of Clara's free hand as he passes her and drags her along with him.

* * *

After about a kilometer of running alongside desolate landscapes that closely resemble compost yards, the Doctor suddenly comes to a complete stop. Clara almost runs into his back, because she had been trailing further behind him the farther they ran, but she diverts her footsteps enough to stop safely next to him.

"What is it?" she asks, curiosity overtaking her exhaustion.

"This vegetation is different from the rest," he says, stepping towards a pile of dirt and rotted greens. Clara lets go of his hand so she can hang back and away from the now even stronger smell.

She can almost feel the bile rising in her throat when the Doctor picks up one of the leaves and licks it. He immediately shakes his head and drops the leaf, retreating with a disgusted twist of his features.

"I can't be sure, but the chemical composition of these vegetables is almost… Earth-like," he says.

"Maybe they're from Earth and they've been rotting here for, I don't know, a couple centuries?" Clara suggests, shaking her head in disgust.

The Doctor shrugs before wandering to a patch of wilting flowers. He smells a couple in the front row before grasping at one, running his fingers over its petals in consideration.

Clara raises an eyebrow. "Careful, might make a girl jealous," she teases. When he doesn't respond immediately, she adds, "You seem to be particularly skilled at fondling that flower there."

"Yes, I suppose," he says distractedly. She waits for him to realize her meaning, and the moment his back stiffens she knows that she's caught him. Instead of straightening and throwing a "shut up" her way, he glances back at her and _smirks._ Clara is so taken aback that she's left entirely speechless. Her mouth hangs slightly open, and when the Doctor turns her way again he studies her expression curiously.

"That was flirty, wasn't it?" he asks genuinely. She nods her head.

He hums for a moment and then shrugs. "Learn something new about myself every minute." And then he grabs her hand and drags her in an entirely new direction.

* * *

Another twenty minutes of running leads them to a house-like structure that closely resembles a giant cabbage, though there are purple vines tumbling from the top and scaling the sides. If it is a cabbage, it appears to be the only vegetation that has not yet spoiled on this planet, because as they approach the horrific smell of the land weakens greatly.

Clara releases a sigh of relief just as the Doctor flashes an excited grin her way. His affinity for exploration has definitely carried over, she decides.

The side of the edifice reveals a break where the leaves of the cabbage separate, so the Doctor tugs on her hand and leads her inside. They spot the silhouette of an elderly woman near what appears to be a stove, and when the Doctor clears his throat the woman spins their way. Clara drops the Doctor's hand almost unconsciously, and when he shoots her a wounded look she doesn't seem to notice.

The woman has vibrant orange hair that spirals and curls chaotically, and equally conspicuous bottle glasses are perched on her triangular nose. Her clothes are more colorful rags that have been stitched together than anything else, and though she is smiling, the expression sits on her face as if it doesn't belong.

"Hello," the Doctor waves. "I'm the Doctor and this is Clara!"

The woman's smile fades as she studies them instead of replying, and after an uncomfortably long moment she gestures to Clara, "This one is distancing herself from you after a great change has occurred." The woman then swirls her hands through the air, her fingers dancing as a grin forms on her lips conspiratorially.

The Doctor sways awkwardly, his eyes darting to Clara and then back to the woman.

"Superb!" he falsely enthuses before stepping in front of Clara and allowing his face to morph threateningly. "D'you think you could let me know what exactly is going on here?"

The woman shakes her head before flicking her wrist, and Clara can hardly blink before she's being grabbed from behind and carted out of the cabbage. She kicks and screams, but her attacker has a death grip on her forearms. One glance in the Doctor's direction reveals that he is also being dragged away (by what appears to be a giant, humanoid preying mantis). She calls out to him just as her vision swims and she's being thrown into a rather large hole. Panic pricks like icicles along her spine, and she runs to one of the dirt walls of the hole to prod at it desperately. She can see the sky, which is tinted a faint brown color, but the top of the hole is at least ten feet above her head.

Just as her hope begins to dwindle, a loud thud sounds behind her and turning around reveals that the Doctor has also been dropped in the hole. She doesn't think twice before she's crashed into his shoulder, her arms wound around his neck. The Doctor's whole body relaxes against her, his head falling to her shoulder.

After the moment has stretched on a little too long, Clara retracts her arms and steps back. Reluctance is painted all along the Doctor's face; he doesn't even attempt to conceal it. Clara clears her throat.

"I thought we'd be separated," she says.

"Oh, that was the plan. I convinced them to throw me in here instead," he shrugs.

"How?" she asks, but he just shakes his head.

"What does it matter? If we're going to die, might as well die together."

She schools her features not to reveal how the nonchalance of that comment has picked at a fresh scab. "But you have a plan, don't you?" she demands, desperately.

He scoffs. "Of course I have a plan! They don't call me the Doctor for nothing."

She rolls her eyes at that, before a loud buzzing catches her attention. Glancing up reveals what appears to be the underbelly of a flying metal rabbit, the belly itself flat and labeled "Magnet Hare 3000."

"Now would be a great time for you to execute that plan," she says, gulping as fractured light emits from the panel above them. Her feet are unceremoniously pulled off the ground as she finds herself and the Doctor attracted to the panel as if gravity has shifted upwards.

"Doctor?" she shrieks.

"Right, new plan," he mutters, before smiling hugely. "Better plan!"

Clara looks skeptical at best. At this point they are both pressed tightly to the panel, and when Clara attempts to wiggle her torso she finds it immobile from how closely she is suctioned to the machine. The machine begins flying horizontally, and Clara can see the same wrecked landscape passing by beneath her.

"Does this plan require we wait until we've been brutally murdered by giant insects and a mad cabbage lady?" she quips impatiently.

"No, of course not," the Doctor sighs, struggling to reach his right arm into his vest pocket. He procures the sonic screwdriver a moment later and begins adjusting the settings.

"Aha!" he announces just as the magnetic field holding them to the robotic hare breaks away and they are both left tumbling to the ground below. The Doctor manages to flip in the air so that he lands on his back, and a moment later Clara is landing on top of him and knocking all of the air out of his lungs.

"Nice plan," she mocks, though not entirely ungratefully. His features are soft when she meets his eyes, and it suddenly occurs to her that they are nose to nose. She scrambles away then, standing up and dusting her knees off.

"Got us safe," he grumbles. He's wearing that same wounded expression, but he tries to conceal it by fussing with his hair. Clara giggles quietly before stepping forward to brush it to one side. She won't meet his eyes, but his gaze is securely locked on her face.

"What next?" she asks, stepping away.

"Well, we should probably follow the flying robot," he suggests. In sync, their eyes flick upward and find that the machine is a good 50 feet ahead now. "There will definitely be running," he adds.

Clara nods before starting after the Magnet Hare 3000, the Doctor on her heels.

* * *

Eventually, the rabbit stops above a large and very worn-down warehouse. The wood is decaying and the windows are chipped and boarded over on the inside. A moment passes before the roof of the warehouse hinges upwards and the flying machine emits that same light from before. The Doctor ducks behind a discarded wheelbarrow just in case, grasping Clara's hand and pulling her down with him.

When the light is retracted and the roof replaced, the Doctor steps out from behind the wheelbarrow and ducks towards the back of the warehouse. Clara follows close behind until she spots a hole in the wood of one of the windows and waves the Doctor over. Together, they peek inside.

There's a cluster of confused humans and aliens crammed into a room that takes up the entire warehouse, some of them coughing uncontrollably and others huddling together for comfort. The Doctor grimaces as the gravity of the situation sets in.

"Oh, I am an idiot," he complains, the heel of his palm pressing into his forehead.

Clara simply waits silently for him to continue, and when he doesn't offer any further elaboration, she prompts, "What is it? Doctor?"

The Doctor turns to her then, grabbing her shoulders as he rises on tip toes to look over her head and duck side to side. Whatever he's looking for, he seems to find after a couple of seconds and a long, restrained sigh.

Clara's watching him with confusion and impatience, and when he finally meets her eyes he can only offer a slight frown.

"The reason the vegetables tasted so odd," he starts, his hands firm on her shoulders now. "The people are the manure."

Clara's head snaps in the direction his gaze had settled when he'd first found what he was looking for. A couple dozen meters behind her is what looks to be an oversized wood chipper, but there is blood smeared in its teeth and Clara can feel her insides once more billowing with sickness.

When she turns back to the Doctor, a scream suddenly rises in her throat just as a bag finds its way over his head and then all she can see is blackness.

* * *

She awakes with a throbbing headache so severe that she could swear her brain is attempting to escape from her skull. Groaning, her eyes flutter and then snap open as she realizes hundreds of pairs of eyes are trained on her. Chuckling uncomfortably, she stands for judgment at the hands of the gathered humans and aliens alike. Whatever happened, it's evident that she has been dumped into the warehouse. And the Doctor… has not.

Looking around frantically, she meets a couple of curious eyes in the crowd and asks, "Does anyone know where the man I was with went? About," she holds a palm 11 inches above her head before readjusting it to only 7 inches, "this tall? Unruly hair, overactive mouth. Bounces around instead of walking?"

When no one speaks, she bites down on her lip and shakes her head. "Guess not."

A parting forms in the crowd then, and in shuffles an elderly woman with kind eyes and storytelling wrinkles. She offers a hand to Clara; she's wearing brown fingerless gloves.

"'Ello, dear," the woman starts. "You can call me Hen, like the bird. And you are?"

Clara accepts Hen's hand carefully before replying, "Clara. You seem like you know what's going on."

"That I do," Hen nods, raising the same hand that Clara shook so that she can point her index finger skyward. "Your boyfriend was brought in with you 'bout half an hour ago. He was still squirmin' like a worm while you had gone completely limp from the juice they shoot us up with. He cradled your head and waved a glowing stick around until the Mants returned with orders to carry the lot o' you away to a special death, but he hollered and negotiated 'til they left you here and he was carried away." Hen takes a deep breath. "Caught up, then?"

Clara can only nod weakly, her knees shaking so violently she's worried they'll buckle under the weight of this new information. She can actually picture the Doctor, sacrificing himself as he always does. Sacrificing himself for her, when she's supposed to be the one doing the sacrificing. The thought causes guilt to prick her chest like a thorn. He's been the same man all along and she certainly hasn't been treating him like it.

"What is this?" she asks suddenly. "A holding cell before we're led like cattle to slaughter?"

Hen doesn't answer, instead grabbing for Clara's hand again and holding it between her own hands in consolation.

* * *

The Doctor is shoved back through the opening of the giant cabbage just as roughly as he was dragged from it, and he stumbles a bit before brushing off his vest and glaring at the retreating preying mantises.

"You want to bargain to save the girl; I can tell you now, I am not interested in anything you have to offer," a voice calls from the corner of the room. Out of the shadows steps the woman from before, her bottle glasses twinkling menacingly in the light.

"Not even a time lord's TARDIS?" the Doctor asks. A grimace tears across his features.

The woman pauses at that, her brows drawing together in consideration. "What do you propose? I release the two of you onto a rotting and broken land to be deserted as my pets and I escape to another world?"

"No," the Doctor shakes his head, stepping forward confidently. "You're going to tell me why you've resorted to cannibalism, then you're going to release Clara and all of the beings you are holding captive, and when that's all done, I'll consider revealing the coordinates of my TARDIS to you."

"Didn't anyone ever teach the time lords not to threaten those with the upper hand? Or did you miss the lesson while you were blowing up your own race?" the woman taunts.

"If there's one thing you should know about me, it's that I always have the upper hand," the Doctor insists. His eyes reflect a dark onyx now, in contrast to the warmth they usually exude. When the woman tilts her head haughtily, the Doctor pulls his sonic screwdriver out of his pocket and presses a button until it glows red. Holding it up to the woman, he adds, "You will cooperate or I will blow up everything within a one-kilometer radius. Us included."

"Death wish. Charming," the woman says, but her voice trembles just enough to betray her confidence. "And who would save the dirt from my pets?"

"Clara. If you've underestimated me, imagine how greatly you've underestimated her. Especially considering I've left her with exactly what she needs to fight off your… pets. They are Mantodeacs, aren't they? Susceptible to ethanol?"

When the woman is left entirely speechless, the Doctor pats his vest exaggeratedly. "Pockets are bigger on the inside," he shrugs.

"Now tell me, how many people _have _you massacred and then planted in the ground like waste?"

* * *

Clara follows Hen around numbly, pretending to listen as she is introduced to several species of aliens she's never heard of and nodding at all the right moments. Finally, they stop at two great, gate-like doors that must serve as the entrance and exit. Clara shifts her weight from foot to foot and looks around for some way to break the doors down.

"It's no use," Hen says quietly. She is studying Clara's face intently. "Even if we could get past the doors, there are at least three Mants on the other end."

"Those giant, preying mantis-looking things?" Clara asks, folding her arms in an attempt to imitate the bugs. Hen smiles warmly, nodding her head. "Isn't there anyway to fight them?"

Hen contemplates this for a moment, turning to observe the doors once more. "Ethanol. But nobody's seen the stuff in ages - not since resources started dwindlin' and the plants started dyin'."

* * *

"Nothing would work. No matter what we tried, everything just continued to wilt and die. The Intergalactic Forces proved to be little help, insisting that there was nothing that could be done," the woman speaks gravely, her eyes fixed on the Doctor. "My people were dying of starvation, so we tried the only thing we could think of: using their bodies as fertilizer." Her voice lowers to a near-whisper, "It only works for a short period of time, and the amount of people needed for one patch of vegetation is extraordinary."

The Doctor scratches his head at this, his features twisted into a sad scowl. A whole society left to famine and defenselessness could drive anyone mad.

"I could take you all away from this planet. You could start over," he offers. "Plenty of food and people willing to help. What do you say?"

The woman considers his proposition for a long moment, her curly hair falling into her eyes.

"Take me to your TARDIS and I will release the dirt."

* * *

Clara listens to Hen's story of how people began to be rounded up as manure, and though disgust shows clearly on her face, a wave of sympathy similarly washes over her. Not for whoever thought mass murder was a good idea, but for the people as a whole. Suffering without help from the outside world would be devastating.

Continuing to study the large doors, Clara spots a rather large alien standing ten feet away with horns protruding from his skull and tusks from his snout. If a bull were to mate with an elephant and then take on a slightly more humanoid shape, she imagines this would be the outcome. Which meant that the alien could definitely pull off ramming the doors open.

She tilts her head thoughtfully and mindlessly shoves her hands in the pockets of her cardigan. When her right hand comes into contact with what feels very much like a glass vial, Clara just about yelps in surprise before pulling the offending object out. The vial contains a clear liquid that Clara can only assume the Doctor left with her for a reason.

"Hen?" Clara says, turning to the woman. "I have a plan."

* * *

The Doctor heads north for ten beats before suddenly stopping to lick his finger and hold it up. After a moment of consideration, he changes direction entirely. The woman and three of her pets are trailing closely behind, and the longer the Doctor wanders the more exasperated the woman looks.

"Are we nearing it?" she asks. At this point, she's practically stomping her feet.

The Doctor turns to her with a cheeky smile. "Yes, I suppose we are. But complaining about it won't make the trip any faster," he points out.

The woman sighs and trudges along, caught off guard when he suddenly stops at the top of a hill. At the bottom of the other side of the hill sits the TARDIS, vibrant blue against a sea of soil.

* * *

"1, 2, 3!" Clara counts off, the bull-like elephant (his name is Alan) charging into the doors. With a deafening crash, the doors come tumbling down. In the dust kicked up in their wake, two confused Mantodeacs march into the entrance of the warehouse. The rest of its inhabitants back away, but Clara steps forward before splashing each one with a handful of ethanol.

A loud hissing accompanies the smoke now rising from each of the Mantodeacs' faces, and they wobble blindly before curling into dried heaps before Clara's eyes.

She takes a deep breath and then yells, "Run!"

* * *

The Doctor bounces into the TARDIS, waiting for the woman and her three Mantodeacs to follow before turning back to them with commanding eyes.

"Now, release your captives," he orders.

The woman smirks. "I lied," she shrugs, stepping around the TARDIS and to the Doctor. "But now that we have your spaceship, we have the power to escape from this awful wasteland.

"Pets," she indicates, nodding towards the Doctor.

The Doctor holds up one hand, his other flipping two switches on the console simultaneously. And just like that, the Mantodeacs are stopped in their tracks and the Doctor's frightened expression melts into a triumphant grin.

"New security, just installed," he explains, indicating where the woman and her beasts are struggling to lift their feet. "Similar to your Magnet Hare technology, the magnetic force has been amplified and altered to hold you all in place."

"Then you should be held in place as well!" the woman tries.

"You would think, wouldn't you?" The Doctor shakes his head and then lifts a foot to point at the sole of his shoe. "Made some soles with a frequency too similar to be attracted. In fact…" He brings a finger to his lip then, before jumping dramatically. Instead of landing properly, an aftershock of bounces results, as if he were standing on a trampoline.

"You could say I'm repelled," he smiles. And then he jumps again, executing a gleeful little dance before turning to the console.

* * *

The Doctor maneuvers the TARDIS into the warehouse from before, adjusting this lever and that button until he's landing perfectly in the corner. He's mildly surprised that no strays were brought into the ship while he was landing, considering how crowded the building was, but he simply shrugs. He's alone now, after dropping the woman and her bugs off at an Intergalactic prison a couple centuries in the future.

He swings both doors of the TARDIS open, stepping out with an overconfidence to his step that falters when he finds that there are no beings in the room at all; no Clara to run into his arms. The Doctor scratches his head and then catches sight of the gaping hole on one end of the room. Peeking out, he sees a large collection of smudges several kilometers away and then grins proudly.

"My Clara," he whispers, shaking his head and turning back to the TARDIS.

* * *

Clara halts abruptly when she hears the sound of the TARDIS materializing about three steps behind her. She turns on her heel, raises both palms in the air, and commands everyone to stop. Hen backs her up, and then the crowd clears the area where the TARDIS is about to land. Crossing both arms, Clara juts a hip out and waits for the Doctor to emerge.

When he does, a rather silly smile is stretching his mouth and Clara can't help it; she rockets herself into his arms and buries her head against his neck. The Doctor relaxes against her, as she now realizes is characteristic of his new form.

Realizing that there is still a crowd of onlookers, Clara steps back and clears her throat. The Doctor waves everyone in.

"Time to whisk you all to a new planet!"

* * *

Clara is the last to be dropped off, and when the Doctor lands she pokes her head out of the TARDIS to be greeted by twilight and soft wisps of snow swirling through the air.

"How long were we gone, then?" she asks, turning back to the Doctor.

He studies the monitor on the console for a moment. "Five minutes? Give or take," he shrugs nonchalantly, but she can tell by the twinkle in his eye that he's absurdly proud of himself. She offers a sly smile before stepping out into the cold.

"Um, Clara?" he calls, leaping down the console steps. She turns in surprise, both eyebrows raised.

"Think I could walk you to your door?" he asks. His gaze flickers from hers and to the ground.

Clara bites her lip before nodding, and the grin that encompasses his features is enough to make her giggle.

The walk to the Maitlands' front door is no more than twenty steps, all of which are spent in contemplative silence. When Clara turns to offer a last goodbye, the Doctor is appraising her hesitantly.

She swallows. "The woman in the… giant cabbage," she starts, and the Doctor nods along, "Why did she say - I mean, how did she know… how we were feeling?"

A flash of vulnerability crackles along the Doctor's eyes before his features are solemn. "Her race - the Jacondites - are mildly empathic. If the emotions were strong enough, she would be able to sense them," he explains.

Clara falters at that, guilt once more prickling along her ribcage. "I'm sorry," she says.

The Doctor furrows his eyebrows. "What for? You were absolutely brilliant, Clara. Superb!" He grins then, and it doesn't quite meet his eyes but there is an element of genuineness to it. "And everyone lived!"

"Doctor," she interrupts, and his grin fades slightly. "You know what I meant."

He's the one who swallows now. "Well, should we talk about… before?" he asks, and his eyes are so blatantly vulnerable that Clara's once more struck by the contrasts between this Doctor and hers. Guarded, shifting eyes have been replaced by an openness that is almost staggering in its strength; Clara wonders if this is the result of regenerating at a time of great emotional revelations.

A part of her wants to tell him that she can't talk about before because he's no longer the same man he was then, but the other part of her is all too aware that this new man is a product of the other one. The way he looks at her, with an adoring shine lighting his eyes, is exactly how the other Doctor looked at her.

So she smiles cheekily instead. "No need," she insists. "I haven't even decided if I like the new you yet."

And then she kisses him on the cheek, swift as a bird, and spins around to retreat into the Maitlands' home. Just before she closes the door, she hears the Doctor retort, "Liar!"


End file.
